UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
  

 
FORM 10-Q
 
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
For the Quarterly Period Ended September 30, 2016
  
OR
  
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                          to                         
 
Commission File Number        001-37379
 
THE ONE GROUP HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
14-1961545
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
411 W. 14th Street, 2nd Floor, New York, New York
 
10014
(Address of principal executive offices)
 
Zip Code
 
646-624-2400
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 

1



Large accelerated filer ¨
Accelerated filer ¨
 
Non-accelerated filer ¨
Smaller reporting company x
 
 
(do not check if a smaller
reporting company)
 


 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨  No ý
 
Number of shares of common stock outstanding as of November 14, 2016:  25,050,628.
 
TABLE OF CONTENTS
 
 
Page
 


Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2016 and 2015 (unaudited)

Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2016 (unaudited)
6

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015 (unaudited)
7

8

21

39

39

 
 

 





40



 
 


 

2




PART I
FINANCIAL INFORMATION
 
Item 1. Financial Statements
THE ONE GROUP HOSPITALITY, INC. 
CONSOLIDATED BALANCE SHEETS
 
September 30, 
 2016
 
December 31, 
 2015
 
(unaudited)
 
 
Assets
 
 
 
Current assets:
 

 
 

Cash and cash equivalents
$
1,791,250

 
$
1,841,872

Accounts receivable, net
4,558,524

 
4,063,516

Inventory
1,162,934

 
1,152,119

Other current assets
2,283,859

 
3,559,053

Due from related parties, net
732,666

 
1,232,356

Total current assets
10,529,233

 
11,848,916

 
 
 
 
Property and equipment, net
35,716,490

 
27,952,327

Investments
3,133,722

 
2,910,362

Deferred tax assets
13,839,416

 
10,093,672

Security deposits
2,484,227

 
2,444,482

Other assets
1,008,600

 
691,551

Total assets
$
66,711,688

 
$
55,941,310

 
 
 
 
Liabilities and Stockholders’ Equity
 

 
 

Current liabilities:
 

 
 

Cash overdraft
$
404,543

 
$
973,754

Long term debt, current portion
3,149,633

 
2,680,116

Accounts payable
3,581,691

 
2,396,622

Accrued expenses
5,274,617

 
4,635,584

Derivative liability

 
100,000

Deferred revenue
662,184

 
204,033

Total current liabilities
13,072,668

 
10,990,109

 
 
 
 
Deferred license revenue, long-term
1,197,081

 
1,099,570

Long term debt, net of current portion
12,031,122

 
9,956,647

Deferred rent payable
16,445,310

 
14,290,010

Total liabilities
42,746,181

 
36,336,336

 
 
 
 
Commitments and contingencies


 


Stockholders’ equity:
 

 
 

Common stock, $0.0001 par value, 75,000,000 shares authorized; 25,050,628 and 24,972,515 shares issued and outstanding at September 30, 2016 (unaudited) and December 31, 2015, respectively
2,505

 
2,497

Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2016 (unaudited) and December 31, 2015, respectively

 

Additional paid-in capital
36,869,681

 
31,778,266

Accumulated deficit
(11,614,217
)
 
(11,074,708
)
Accumulated other comprehensive loss
(570,999
)
 
(420,383
)
Total stockholders’ equity
24,686,970

 
20,285,672

Noncontrolling interest
(721,463
)
 
(680,698
)
Total stockholders’ equity including noncontrolling interest
23,965,507

 
19,604,974

 
 
 
 
Total Liabilities and Stockholders’ Equity
$
66,711,688

 
$
55,941,310

 

3



See notes to the consolidated financial statements. 

4



THE ONE GROUP HOSPITALITY, INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 

 
 

Owned unit net revenues
$
16,317,636

 
$
13,314,507

 
$
45,980,270

 
$
35,818,733

Management and incentive fee revenue
2,061,964

 
1,939,376

 
6,019,967

 
6,112,629

Total revenue
18,379,600

 
15,253,883

 
52,000,237

 
41,931,362

 
 
 
 
 
 
 
 
Cost and expenses:
 
 
 
 
 

 
 

Owned operating expenses:
 
 
 
 
 

 
 

Food and beverage costs
4,119,652

 
3,346,841

 
11,427,202

 
9,082,231

Unit operating expenses
10,795,629

 
8,800,774

 
29,663,446

 
23,694,424

General and administrative
2,634,585

 
2,642,743

 
8,178,840

 
7,777,058

Depreciation and amortization
758,282

 
630,249

 
1,828,359

 
1,620,009

Management and royalty fees

 
310

 

 
46,959

Pre-opening expenses
2,035,541

 
1,634,171

 
4,481,144

 
4,399,192

Transaction costs
505,000

 
405,797

 
505,000

 
506,131

Equity in income of investee companies
(178,342
)
 
(205,273
)
 
(492,130
)
 
(728,504
)
Derivative income

 
(1,139,000
)
 
(100,000
)
 
(3,917,000
)
Interest expense, net of interest income
79,768

 
1,210

 
277,251

 
(3,980
)
Other expense (income)
(1,973
)
 
102,406

 
127,000

 
(402,342
)
Total costs and expenses
20,748,142

 
16,220,228

 
55,896,112

 
42,074,178

 
 
 
 
 
 
 
 
Loss from continuing operations before provision for income taxes
(2,368,542
)
 
(966,345
)
 
(3,895,875
)
 
(142,816
)
 
 
 
 
 
 
 
 
Provision (benefit) for income taxes
(4,046,961
)
 
922,427

 
(3,567,299
)
 
(5,619,504
)
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
1,678,419

 
(1,888,772
)
 
(328,576
)
 
5,476,688

 
 
 
 
 
 
 
 
Income from discontinued operations, net of taxes
(2,885
)
 
(62,501
)
 
(1,287
)
 
(23,929
)
 
 
 
 
 
 
 
 
Net income (loss)
1,681,304

 
(1,826,271
)
 
(327,289
)
 
5,500,617

Less: net income attributable to noncontrolling interest
200,443

 
189,698

 
212,220

 
217,039

Net income (loss) attributable to The ONE Group Hospitality, Inc.
$
1,480,861

 
$
(2,015,969
)
 
$
(539,509
)
 
$
5,283,578

 
 
 
 
 
 
 
 
 Amounts attributable to The ONE Group Hospitality, Inc.:
 
 
 
 
 
 
 
 Income (loss) from continuing operations
$
1,477,976

 
(2,078,470
)
 
$
(540,796
)
 
5,259,649

Income from discontinued operations, net of taxes
(2,885
)
 
(62,501
)
 
(1,287
)
 
(23,929
)
 Net income (loss) attributable to The ONE Group Hospitality, Inc.
$
1,480,861

 
$
(2,015,969
)
 
$
(539,509
)
 
$
5,283,578

 
 
 
 
 
 
 
 
 Net income (loss) attributable to The ONE Group Hospitality, Inc.
$
1,480,861

 
(2,015,969
)
 
$
(539,509
)
 
5,283,578

 Other comprehensive income (loss)
 
 
 
 
 
 
 
 Currency translation adjustment
(132,236
)
 
(30,900
)
 
(150,616
)
 
(261,743
)
 
 
 
 
 
 
 
 
 Comprehensive income (loss)
$
1,348,625

 
$
(2,046,869
)
 
$
(690,125
)
 
$
5,021,835

Basic and diluted loss per share:
 
 
 
 
 

 
 

 
 
 
 
 
 
 
 
 Continuing operations
$
0.06

 
$
(0.08
)
 
$
(0.02
)
 
$
0.21

 Discontinued operations
$

 
$

 
$

 
$

 Net income (loss) per share attributable to The ONE Group Hospitality, Inc.
$
0.06

 
$
(0.08
)
 
$
(0.02
)
 
$
0.21

 
 
 
 
 
 
 
 
Shares used in computing basic and diluted loss per share
25,022,749

 
24,972,515

 
25,087,341

 
24,956,177


5



See notes to the consolidated financial statements.

6



THE ONE GROUP HOSPITALITY, INC.
 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited) 
 
 
Common stock
 
Additional
paid-in
capital
 
Accumulated
deficit
 
Accumulated
other
comprehensive
(loss) income
 
Total
stockholders'
(loss) income
equity
 
Noncontrolling
interest
 
Total
stockholders'
equity
including
noncontrolling
interest
 
Shares
 
Par value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
24,972,515

 
$
2,497

 
$
31,778,266

 
$
(11,074,708
)
 
$
(420,383
)
 
$
20,285,672

 
$
(680,698
)
 
$
19,604,974

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock based compensation expense
61,068

 
6

 
723,427

 
 
 
 
 
723,433

 
 
 
723,433

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cancellation of shares upon expiration of warrants
(1,437,500
)
 
(143
)
 
143

 
 
 
 
 

 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rights Offering
1,454,545

 
145

 
3,862,845

 
 
 
 
 
3,862,990

 
 
 
3,862,990

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of detachable warrants
 
 
 
 
505,000

 
 
 
 
 
505,000

 
 
 
505,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions to noncontrolling interest


 


 


 


 


 

 
(252,985
)
 
(252,985
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on foreign currency translation, net


 


 


 


 
(150,616
)
 
(150,616
)
 


 
(150,616
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)


 


 


 
(539,509
)
 


 
(539,509
)
 
212,220

 
(327,289
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at September 30, 2016
25,050,628

 
$
2,505

 
$
36,869,681

 
$
(11,614,217
)
 
$
(570,999
)
 
$
24,686,970

 
$
(721,463
)
 
$
23,965,507

 
See notes to the consolidated financial statements.


6



THE ONE GROUP HOSPITALITY, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
  
 
Nine Months Ended September 30,
 
2016
 
2015
 
 
 
 
Operating activities:
 

 
 

Net income (loss)
$
(327,289
)
 
$
5,500,617

Adjustments to reconcile net income (loss) to net cash used in operating activities:
 

 
 

Depreciation and amortization
1,828,359

 
1,620,009

Deferred rent payable
2,155,300

 
2,452,009

Deferred taxes
(3,745,744
)
 
(5,526,146
)
     Equity in income of investee companies
(492,130
)
 
(728,504
)
Derivative income
(100,000
)
 
(3,917,000
)
Stock-based compensation
723,433

 
666,853

Changes in operating assets and liabilities:
 

 
 

Accounts receivable
(495,008
)
 
123,178

Inventory
(10,815
)
 
72,740

Prepaid expenses and other current assets
1,275,194

 
(679,436
)
Due from related parties, net
604,690

 
(232,269
)
Security deposits
(39,745
)
 
10,444

Other assets
(317,050
)
 
3,784

Accounts payable
1,080,069

 
(386,199
)
Accrued expenses
640,926

 
114,788

Deferred revenue
555,662

 
(7,148
)
Net cash provided by (used in) operating activities
3,335,852

 
(912,280
)
 
 
 
 
Investing activities:
 

 
 

Purchase of property and equipment
(8,601,376
)
 
(9,003,733
)
Distributions from equity investees
268,770

 
539,340

Net cash used in investing activities
(8,332,606
)
 
(8,464,393
)
 
 
 
 
Financing activities:
 

 
 

Cash overdraft
(569,211
)
 
523,171

Proceeds from term loan

 
4,215,000

Proceeds from promissory note
4,000,000

 
502,548

Repayment of term loan
(1,787,916
)
 
(1,184,361
)
Repayment of equipment financing agreement
(154,232
)
 


Proceeds from rights offering
3,862,990

 

Distributions to noncontrolling interest
(252,985
)
 
(524,445
)
Net cash provided by financing activities
5,098,646

 
3,531,913

 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
(152,514
)
 
(264,397
)
 
 
 
 
Net decrease in cash and cash equivalents
(50,622
)
 
(6,109,157
)
Cash and cash equivalents, beginning of period
1,841,872

 
7,905,004

Cash and cash equivalents, end of period
$
1,791,250

 
$
1,795,847

 
 
 
 
Supplemental disclosure of cash flow data:
 

 
 

Interest paid
$
585,138

 
$
246,745

Income taxes paid
$
149,065

 
$
80,148

 
 
 
 
Noncash investing and financing activities:
 
 
 
Noncash property and equipment additions
$
991,141

 
$
502,548

Noncash loan discount attributable to issuance of warrant
$
505,000

 
$

 
See notes to the consolidated financial statements. 

7



THE ONE GROUP HOSPITALITY, INC.
 
Notes to Consolidated Financial Statements
(unaudited)
 
Note 1 - Business and basis of presentation: 
 
Nature of business:  
The Company is a global hospitality company that develops, owns and operates upscale, high-energy restaurants and lounges and provides turn-key food and beverage ("F&B") services for hospitality venues including hotels, casinos and other high-end locations globally. We opened our first restaurant in January 2004 in New York City and as of November 14, 2016, we owned and operated (under lease agreements) 12 and managed (under management agreements) 20 restaurants and lounges globally, including 13 STKs in major metropolitan cities in the United States, Canada and Europe (of which eight are owned and five managed). In addition, we provide F&B services in seven hotels and casinos, one of which is under a lease agreement and six of which are under separate management agreements.  We generate management and incentive fee revenue from those restaurants and lounges that we manage on behalf of our F&B hospitality clients.

Principles of consolidation:
The accompanying consolidated financial statements of The ONE Group Hospitality, Inc. and its subsidiaries include the accounts of The ONE Group, LLC ("ONE Group") and its subsidiaries, Little West 12th LLC (“Little West 12th” ), One-LA, L.P. (“One LA”), Bridge Hospitality, LLC (“Bridge”), STK-LA, LLC (“STK-LA”), WSATOG (Miami), LLC (“WSATOG”), STK Miami Service, LLC (“Miami Services”), STK Miami, LLC (“STK Miami Beach”), Basement Manager, LLC (“Basement Manager”), JEC II, LLC (“JEC II”), One Marks, LLC (“One Marks”), MPD Space Events LLC (“MPD”), One 29 Park Management, LLC (“One 29 Park Management”), STK Midtown Holdings, LLC (“Midtown Holdings”), STK Midtown, LLC (“STK Midtown”), STKOUT Midtown, LLC (“STKOUT Midtown”), STK Atlanta, LLC (“STK Atlanta”), STK-Las Vegas, LLC (“STK Vegas”), Asellina Marks LLC (“Asellina Marks”), Heraea Vegas, LLC (“Heraea”), Xi Shi Las Vegas, LLC (“Xi Shi Las Vegas”), T.O.G. (UK) Limited (“TOG UK”), Hip Hospitality Limited (“Hip Hospitality UK”), T.O.G. (Aldwych) Limited (“TOG Aldwych”), CA Aldwych Limited (“CA Aldwych"), T.O.G. (Milan) S.r.l. ("TOG Milan"), BBCLV, LLC (“BBCLV”), STK DC, LLC (“STK DC”), STK Orlando, LLC ("STK Orlando"), STK Chicago, LLC ("STK Chicago"), TOG Biscayne, LLC ("TOG Biscayne"), STK Westwood, LLC ("STK Westwood"), STK Denver, LLC ("STK Denver"), STK Texas Holdings, LLC ("Texas Holdings"), STK Texas Holdings II, LLC ("Texas Holdings II"), STK Dallas, LLC ("STK Dallas"), STK Austin, LLC ("STK Austin"), STK San Diego, LLC ("STK San Diego"), STK Rooftop San Diego, LLC ("STK Rooftop San Diego"), 9401415 Canada Ltd. ("STK Toronto"), STK (Edinburgh) Limited ("STK Edinburgh"), STK Ibiza, LLC ("STK Ibiza"), Seaport Rebel Restaurant LLC ("STK Boston") and The ONE Group - STKPR, LLC ("STK Puerto Rico"). The entities are collectively referred to herein as the “Company” and are consolidated on the basis of common ownership and control. All significant intercompany balances and transactions have been eliminated in consolidation.
 
Net Income (Loss) Per Common Share  
Basic net income (loss) per common share is based upon the weighted-average common shares outstanding during the period. Diluted net income (loss) per common share reflects the potential dilution that would occur if common stock equivalent securities or other contracts to issue common stock were exercised or converted into common stock. At September 30, 2016, there are 3,044,012 securities that can potentially dilute basic EPS in the future (including stock issuable under contingent stock agreements). These securities were not included in the computation of diluted EPS because they would have had an antidilutive effect on EPS for the periods presented.
 
Fair value measurements
The carrying amounts of cash, receivables, accounts payable and accrued expenses approximate fair value due to the immediate or short-term maturity of these financial instruments. The carrying value of the long term debt approximates its fair value since the components of long term debt have been recently negotiated.
 
Reclassifications:
Certain prior year amounts have been reclassified to conform to current year presentation in the consolidated financial statements. 
    
Unaudited interim financial information:
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or

8



for any other interim period or other future year. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes for the fiscal year ended December 31, 2015 included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2016.
 
Note 2 – Recent accounting pronouncements:

In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." This standard simplifies several aspects of the accounting for employee share-based payment transactions including the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification, and the classification of those taxes paid on the statement of cash flows. This ASU is effective for annual and interim periods beginning after December 15, 2016 with early adoption permitted. The transition method is either prospective, retrospective or modified retrospective, depending on the area covered in this update. The Company is still in the process of analyzing the effects of this new standard to determine the impact on the Company's consolidated financial position, results of operations, cash flows, and related disclosures.

In April 2016, the FASB issued ASC 2016-10, “Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing.” These amendments clarify the identification of performance obligations and the licensing implementation guidance. These amendments affect the guidance in ASU 2014-09, which is not yet effective. The effective date and transition requirements for ASU 2016-10 are the same as the effective date and transition requirements of ASU 2014-09, as updated by ASU 2015-14. The impact on our financial statements of adopting ASU 2016-10 is currently being assessed by management and management will make its determination of the impact in fiscal 2017.

In August 2016, the FASB issued ASU 2016-15 "Statement of Cash Flows (Topic 230), Classification of certain Cash Receipts and Cash Payments." ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements.



Note 3 - Inventory:

Inventory consisted of the following:
  
 
At September 30, 
 2016
 
At December 31, 
 2015
 
 
 
 
Food
$
207,980

 
$
208,452

Beverages
954,954

 
943,667

Totals
$
1,162,934

 
$
1,152,119

 
Note 4 – Other current assets:

Other current assets consisted of the following:
 

9



 
At September 30,
 
At December 31,
 
2016
 
2015
 
 
 
 
Income tax receivable
$
391,830

 
$
706,650

Landlord receivable
1,148,804

 
1,476,502

Prepaid expenses
716,877

 
1,171,488

Other
26,348

 
204,413

 
 
 
 
Totals
$
2,283,859

 
$
3,559,053


Note 5 - Property and equipment, net:
 
Property and equipment, net consisted of the following:
 
 
At September 30, 
 2016
 
At December 31, 
 2015
 
 
 
 
Furniture, fixtures and equipment
$
9,279,750

 
$
8,053,787

Leasehold improvements
36,790,647

 
26,175,472

Less accumulated depreciation and amortization
14,999,194

 
15,476,430

 
31,071,203

 
18,752,829

Construction in progress
3,292,978

 
7,967,181

Restaurant supplies
1,352,309

 
1,232,317

Total
$
35,716,490

 
$
27,952,327

 
Depreciation and amortization related to property and equipment included in continuing operations amounted to $758,282 and $630,249 in the three months ended September 30, 2016 and 2015, respectively, and $1,828,359 and $1,620,009 in the nine months ended September 30, 2016 and 2015, respectively.

During the nine months ended September 30, 2016, the Company wrote off fully depreciated furniture, fixtures and equipment and leasehold improvements of approximately $670,000 and $1.6 million, respectively, and corresponding accumulated depreciation.
 
Note 6 – Accrued expenses:

Accrued expenses consisted of the following:
 
 
At September 30, 
 2016
 
At December 31, 
 2015
 
 
 
 
Sales tax payable
$
1,297,987

 
$
1,045,195

Payroll and related
786,528

 
661,761

Due to hotels
1,541,884

 
1,396,776

Legal
420,000

 
947,054

Rent
310,982

 

Other
917,236

 
584,798

Totals
$
5,274,617

 
$
4,635,584

  

 

10



Note 7 - Long term debt:

Long term debt consisted of the following:
 
 
 
 
 
September 30, 2016
 
December 31, 2015
 
 
 
 
Term Loan Agreements
$
10,192,084

 
$
11,980,000

Equipment Financing Agreements
1,493,671

 
656,763

Promissory notes, net
3,495,000

 

 
15,180,755

 
12,636,763

Less: Current portion of Long Term Debt
3,149,633

 
2,680,116

Long Term Debt, net of Current Portion
$
12,031,122

 
$
9,956,647

 
 
 
 
Future minimum loan payments:
 
 
 
Fourth quarter of 2016
$
782,049

 
 
2017
3,153,666

 
 
2018
3,170,311

 
 
2019
3,187,808

 
 
2020
1,286,357

 
 
Thereafter
3,600,564

 
 
Total
$
15,180,755

 
 


On December 17, 2014, the Company entered into a Term Loan Agreement with BankUnited, N.A. in the amount of $7,475,000 maturing December 1, 2019 (the "Term Loan Agreement"). The Term Loan Agreement replaced the existing credit agreement which was terminated and the aggregate principal amount of the existing loans outstanding of $6,395,071 was converted into the Term Loan Agreement. Commencing on January 1, 2015, the Company made the first of sixty (60) consecutive monthly installments of $124,583 plus interest that accrues at an annual rate of 5.0%. Our obligations under the Term Loan Agreement are secured by substantially all of our assets. The outstanding balance under the Term Loan Agreement at September 30, 2016 and December 31, 2015 was $4,858,750 and $5,980,000, respectively.

On June 2, 2015, the Company entered into a second term loan agreement (the "Second Term Loan Agreement") with BankUnited, N.A., wherein BankUnited, N.A. agreed to make multiple advances to the Company in the aggregate principal amount of up to $6,000,000. On April 1, 2016, the Company commenced payment of fifty-four (54) consecutive equal monthly installments, with each such installment to be in the principal amount of $111,111 or such lesser amount as shall be equal to the quotient of (x) the outstanding principal amount of all advances on September 30, 2016, divided by (y) fifty-four (54); provided, however, that the final principal installment shall be in an amount equal to the aggregate principal amount of all advances outstanding on September 1, 2020, or such earlier date on which all outstanding advances shall become due and payable, whether by acceleration or otherwise. This second term loan bears interest at a rate per annum equal to 5.0%. Our obligations under the Second Term Loan Agreement are secured by substantially all of our assets. The outstanding balance under the Second Term Loan Agreement at September 30, 2016 and December 31, 2015 was $5,333,334 and $6,000,000, respectively.

The Term Loan Agreement and the Second Term Loan Agreement contain certain affirmative and negative covenants, including negative covenants that limit or restrict, among other things, liens and encumbrances, indebtedness, mergers, asset sales, investments, assumptions and guaranties of indebtedness of other persons, change in nature of operations, changes in fiscal year and other matters customarily restricted in such agreements. The financial covenants contained in these agreements require the borrowers to maintain a certain adjusted tangible net worth and a debt service coverage ratio.

The Company was in compliance with all of its financial covenants under the Term Loan Agreement and Second Term Loan Agreement as of September 30, 2016, and the Company believes, based on current projections that it will continue to comply with such covenants through the remainder of 2016.


11



On June 5, 2015, the Company entered into a $1,000,000 Equipment Finance Agreement (the "Agreement") with Sterling National Bank. The Agreement covers certain equipment at our STKs in Orlando and Chicago. This Agreement bears interest at a rate per annum equal to 5.0%. Our obligations under the Agreement are secured by the equipment purchased with proceeds of the Agreement. The Agreement calls for sixty (60) monthly payments of $19,686 including interest commencing July 1, 2015.

On June 27, 2016 the Company entered into a $1,000,000 loan agreement with 2235570 Ontario Limited (the "Ontario Noteholder") though an unsecured promissory note (the "Ontario Note"). In consideration of the loan amount, the Ontario Noteholder received a warrant (the "Ontario Warrant") to purchase 100,000 shares of common stock of the Company at an exercise price of $2.61. The Ontario Warrant is exercisable at any time through June 27, 2026, in whole or in part. The Ontario Note bears interest at a rate of 10% per annum, payable quarterly commencing on September 30, 2016. The entire balance of the Ontario Note is due on its maturity date of June 27, 2021. The fair value of the Ontario Warrant of $125,000 is treated as a reduction of the principal balance of the Ontario Note and is amortized in interest expense over the term of the Ontario Note. The Company used the Black-Scholes option pricing model to calculate the fair value of the warrant as of the grant date.

On August 11, 2016 the Company entered into a $3,000,000 loan agreement with Anson Investments Master Fund LP ("Anson") though an unsecured promissory note (the "Anson August Note"). In consideration of the loan amount, the Anson received a warrant (the "Anson August Warrant") to purchase 300,000 shares of common stock of the Company at an exercise price of $2.61. The Anson August Warrant is exercisable at any time through August 11, 2026, in whole or in part. The Anson August Note bears interest at a rate of 10% per annum, payable quarterly commencing on September 30, 2016. The entire balance of the Anson August Note is due on its maturity date of August 11, 2021. The fair value of the warrant of $360,000 is treated as a reduction of the principal balance of the Anson August Note and is amortized in interest expense over the term of the Anson August Note. The Company used the Black-Scholes option pricing model to calculate the fair value of the warrant as of the grant date.

On August 16, 2016, the Company entered into a $712,187 Equipment Finance Agreement (the "Agreement") with Sterling National Bank. The Agreement covers certain equipment at our STKs that are under construction in San Diego, Denver and at our STK in Orlando. This Agreement bears interest at a rate per annum equal to 5.0%. Our obligations under the Agreement are secured by the equipment purchased with proceeds of the Agreement. The Agreement calls for sixty (60) monthly payments of $13,769 including interest commencing September 1, 2016.

Interest paid amounted to $254,179 and $94,677 for the three months ended September 30, 2016 and 2015, respectively, and $585,138 and $246,745 for the nine months ended September 30, 2016 and 2015, respectively. Capitalized interest amounted to $180,021 and $93,464 for the three months ended September 30, 2016 and 2015, respectively, and $392,257 and $250,717 for the nine months ended September 30, 2016 and 2015, respectively.

As of September 30, 2016, the issued letters of credit in the total amount of approximately $1.5 million for our STK locations in Orlando, Florida, Chicago, Illinois and Westwood, California remain outstanding for security deposits.
 
Note 8 - Nonconsolidated variable interest entities:

GAAP provides a framework for identifying variable interest entities ("VIEs") and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is a corporation, partnership, limited-liability corporation, trust, or any other legal structure used to conduct activities or hold assets that (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to direct the activities of the entity that most significantly impact its economic performance, or (3) has a group of equity owners that do not have the obligation to absorb losses of the entity or the right to receive returns of the entity. A VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE that is considered a variable interest (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or the right to receive benefits of the VIE that could be significant. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interests at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. As of September 30, 2016 and December 31, 2015, the Company held investments that were evaluated against the criteria for consolidation and determined that it is not the primary beneficiary of the investments because the Company lacks the power to direct the activities of the VIEs that most significantly impact their economic performance. Therefore, consolidation in the Company’s financial statements is not required. At September 30, 2016 and December 31, 2015, the Company held the following equity investments:
 

12



 
At September 30, 
 2016
 
At December 31, 
 2015
 
 
 
 
Bagatelle NY LA Investors, LLC ("Bagatelle Investors")
$
4,765

 
$
7,364

Bagatelle Little West 12th, LLC ( "Bagatelle NY")
2,583,886

 
2,357,927

Bagatelle La Cienega, LLC ("Bagatelle LA")

 

One 29 Park, LLC ("One 29 Park")
545,071

 
545,071

Totals
$
3,133,722

 
$
2,910,362



 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Equity in income of investee companies
$
178,342

 
$
205,273

 
$
492,130

 
$
728,504

 
Bagatelle Investors is a holding company that has interests in two operating restaurant companies, Bagatelle NY and Bagatelle LA. All three entities were formed in 2011. The Company holds interests in all three entities. The Company holds a 31.24% ownership over Bagatelle Investors as of September 30, 2016 and December 31, 2015. The Company holds a 5.23% direct ownership over Bagatelle NY and has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 45.90% for a total effective ownership of 51.13% as of September 30, 2016 and December 31, 2015. The Company holds a 5.23% direct ownership over Bagatelle LA and has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 38.10% for a total effective ownership of 43.33% as of September 30, 2016 and December 31, 2015. Bagatelle LA was closed on June 30, 2016. The Company holds a 10% direct ownership over One 29 Park as of September 30, 2016 and December 31, 2015. The Company accounts for its investment in One 29 Park under the equity method since it has ability to exercise significant influence over the entity.
 
As of September 30, 2016 and December 31, 2015, the Company provided no explicit or implicit financial or other support to these VIEs that were not previously contractually required.
 
In addition to the amounts presented above, receivables included in due from related parties, net in the balance sheet of $425,724, as of September 30, 2016 represent the Company's maximum exposure to loss.

 
              

Note 9 - Related party transactions:

Due from related parties (including equity investees) includes amounts related to the Company and its related entities which arose from noninterest bearing cash advances and are expected to be repaid within the next twelve months. As of September 30, 2016 and December 31, 2015, these advances aggregated to a total of $840,696 and $1,337,356, respectively. Also included are amounts due to board members in connection with their quarterly fees of $47,500.

The Company incurred approximately $0 and $104,000 for the three months ended September 30, 2016 and 2015, respectively, and $57,000 and $382,000 for the nine months ended September 30, 2016 and 2015, respectively, for design services at various restaurants to an entity owned by one of the Company’s shareholders. Included in due from related parties, net at September 30, 2016 and December 31, 2015 is a balance due to this entity of approximately $22,000 and $0, respectively.
 
The Company incurred approximately $71,000 and $213,000 for the three months ended September 30, 2016 and 2015, respectively, and $283,000 and $422,000 for the nine months ended September 30, 2016 and 2015, respectively, for legal fees to an entity owned by one of the Company’s shareholders. Included in due from related parties, net at September 30, 2016 and December 31, 2015 is a balance due to this entity of approximately $28,000 and $105,000, respectively. The Company also received rental income for an office space sublease to this entity of $47,000 and $40,000 for the three months ended September 30, 2016 and

13



2015, respectively, and $140,000 and $98,000, for the nine months ended September 30, 2016 and 2015, respectively, and there were no receivables outstanding at September 30, 2016 and December 31, 2015.
 
The Company incurred approximately $1.5 million and $3.6 million for the three months ended September 30, 2016 and 2015, respectively, and $4.4 million and $8.3 million for the nine months ended September 30, 2016 and 2015, respectively, for construction services to an entity owned by one of the Company’s shareholders. Included in other assets are construction related deposits paid to this entity amounting to $250,000 as of September 30, 2016 and December 31, 2015. Included in due from related parties, net at September 30, 2016 and December 31, 2015 is a balance due to this entity of approximately $11,000 and $0, respectively.

The Chief Executive Officer of the Company is a limited personal guarantor of the lease for the STK Miami Beach premises with respect to certain covenants under the lease relating to construction of the new premises and helping the landlord obtain a new liquor license for the premises in the event of termination of the lease. The Chief Executive Officer is also a limited personal guarantor of the lease for the Bagatelle New York premises with respect to JEC II, LLC’s payment and performance under the lease.

Pursuant to its amended and restated operating agreement executed in June 2007, Bridge Hospitality, LLC ("Bridge") is obligated to pay management fees equal to 2% of revenues to a member for the life of the agreement. Bridge ceased operations in 2015. Management fees amounted to $39,132 for the nine months ended September 30, 2015. Included in accounts payable at December 31, 2015 are amounts due for management fees of $542.

  
Note 10 – Derivative liability:

On October 16, 2013, the Company, formerly known as Committed Capital Acquisition Corporation ("Committed Capital"), closed a merger transaction (the “Merger”) with The ONE Group, LLC, a privately held Delaware limited liability company (“ONE Group”), pursuant to an Agreement and Plan of Merger, dated as of October 16, 2013 (the “Merger Agreement”), by and among the Company, CCAC Acquisition Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Committed Capital (“Merger Sub”), ONE Group and Samuel Goldfinger as ONE Group's representative. Pursuant to the Merger Agreement, ONE Group became a wholly-owned subsidiary of Committed Capital through a merger of Merger Sub with and into ONE Group, and the former members of ONE Group received shares of Committed Capital that constituted a majority of the outstanding shares of Committed Capital.

The Merger provided for up to an additional $14,100,000 of payments to the former holders of ONE Group membership interests (the "TOG Members") and to a liquidating trust (the "Liquidating Trust") established for the benefit of the TOG Members and the holders of warrants to acquire membership interests of ONE Group based on a formula as described in the Merger Agreement and which is contingent upon the exercise of outstanding Company warrants to purchase 5,750,000 shares of common stock at an exercise price of $5.00 per share (the “Public Warrants”). The Company was required to make any payments on a monthly basis. Additionally, certain ONE Group employees were entitled to receive a contingent sign-on bonus of an aggregate of approximately $900,000 upon the exercise of the Public Warrants. Any Public Warrants that were unexercised were set to expire on the date that is the earlier of (i) February 27, 2016 or (ii) the forty-fifth (45th) day following the date that the Company’s common stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on February 27, 2014.
 
The Company estimated the fair value of the derivative liability at each reporting period based on the period of time between the balance sheet date, the exercise date and the possibility of exercise. The Public Warrants expired on February 27, 2016 and the remaining balance of $100,000 as of December 31, 2015, was written off on that date.

 
Note 11 - Commitments and contingencies:
 
Operating leases:
The Company is obligated under several operating leases for the restaurants, equipment and office space, expiring in various years through 2031, which provide for minimum annual rentals, escalations, percentage rent, common area expenses or increases in real estate taxes.
 
Future minimum rental commitments under the leases and minimum future rental income per the sublease in five years subsequent to September 30, 2016 and thereafter are as follows:
 

14



Period
 
Expense
 
Income
 
Net
Amount
Fourth quarter of 2016
 
$
2,022,046

 
$
(242,167
)
 
$
1,779,879

2017
 
7,513,214

 
(691,015
)
 
6,822,199

2018
 
7,554,444

 
(690,980
)
 
6,863,464

2019
 
7,613,432

 
(706,235
)
 
6,907,197

2020
 
7,853,932

 
(675,768
)
 
7,178,164

Thereafter
 
97,059,307

 
(121,656
)
 
96,937,651

Total
 
$
129,616,375

 
$
(3,127,821
)
 
$
126,488,554

 
Rent expense (including percentage rent of $286,762 and $71,428 for the three months ended September 30, 2016 and 2015, respectively, and $474,192 and $239,204 for the nine months ended September 30, 2016 and 2015, respectively), included in continuing operations, amounted to $1,254,951 and $937,700 for the three months ended September 30, 2016 and 2015, respectively, and $4,013,837 and $2,832,266 for the nine months ended September 30, 2016 and 2015, respectively. Rent expense included in continuing operations has been reported in the consolidated statements of operations and comprehensive income (loss) net of rental income of $163,226 and $179,186 for the three months ended September 30, 2016 and 2015, respectively, and $589,461 and $545,348 for the nine months ended September 30, 2016 and 2015, respectively, related to subleases with related and unrelated parties which expire through 2025.

 
License and management fees:
Pursuant to its amended and restated operating agreement executed in June 2007, Bridge (a consolidated entity) is obligated to pay management fees equal to 2% of revenues to a member for the life of the agreement. Bridge ceased operations in 2015. Management fees amounted to $39,132 for the nine months ended September 30, 2015. Included in accounts payable at December 31, 2015 are amounts due for management fees of $542.

In January 2010, STK Vegas entered into a management agreement with a third party for a term of 10 years, with two five-year option periods. Under this agreement, STK Vegas shall receive a management fee equal to 5% of gross sales, as defined (“gross sales fee”) plus 20% of net profits prior to the investment breakeven point date and 43% of net profits thereafter (“incentive fee”). In addition, STK Vegas is entitled to receive a development fee equal to $200,000. The Company has elected to receive a credit against a portion of its obligation (estimated at approximately $387,000) to fund the build-out in lieu of receiving the $200,000. Management fees amounted to $1,111,294 and $1,015,876 for the three months ended September 30, 2016 and 2015, respectively, and $3,515,775 and $3,589,914 for the nine months ended September 30, 2016 and 2015, respectively.
 
In July 2009, One 29 Park Management (a related party) entered into an agreement with a third party. Under this agreement, One 29 Park Management shall receive a management fee equal to 5% of gross revenues, as defined, from the restaurant, banquets, room service and rooftop sales and 50% of the base beverage fee, as defined, for the life of the management agreement which expires in 2025. Management fees amounted to $129,990 and $148,521 for the three months ended September 30, 2016 and 2015, respectively, and $375,697 and $425,469 for the nine months ended September 30, 2016 and 2015, respectively. Included in due from related parties at September 30, 2016 and December 31, 2015 are amounts due for management fees and reimbursable expenses of $265,952 and $298,219, respectively.
 
In July 2010, Hip Hospitality UK entered into a management agreement with a third party to manage and operate the F&B operations in the Hippodrome Casino in London. Under this agreement, Hip Hospitality UK shall receive a management fee equal to 5.5% of total revenue, as defined, as well as an incentive fee if certain conditions are met, for the life of the management agreement which expires in 2022. Management fees amounted to $111,025 and $148,191 for the three months ended September 30, 2016 and 2015, respectively, and $397,371 and $476,608 for the nine months ended September 30, 2016 and 2015, respectively. Included in accounts receivable at September 30, 2016 and December 31, 2015 are amounts due for management fees of $182,881 and $443,989, respectively.
 
In December 2011, TOG Aldwych entered into a management agreement with a third party to operate a restaurant, bar and lounges in the ME Hotel in London. Under this agreement, TOG Aldwych shall receive a management fee equal to 5% of receipts received from F&B operations. In addition, TOG Aldwych is entitled to receive a monthly marketing fee equal to 1.5% of receipts received from F&B operations and an additional fee equal to 65% of net operating profits, as defined, for the life of the management agreement which expires in 2032. Management fees amounted to $289,885 and $346,448 for the three months ended September 30, 2016 and 2015, respectively, and $839,998 and $940,997 for the nine months ended September 30, 2016 and 2015, respectively.

15



Included in accounts receivable at September 30, 2016 and December 31, 2015 are amounts due for management fees of $597,099 and $449,874, respectively.

In May 2013, CA Aldwych entered into a management agreement with a third party to operate a restaurant in the ME Hotel in London. Under this agreement, CA Aldwych shall receive a management fee equal to 5% of receipts received from F&B operations. In addition, CA Aldwych is entitled to receive a monthly marketing fee equal to 1.5% of receipts received F&B operations. Management fees amounted to $0 and $32,077 for the three months ended September 30, 2016 and 2015, respectively, and $20,485 and $72,442 for the nine months ended September 30, 2016 and 2015, respectively. Included in accounts receivable at September 30, 2016 and December 31, 2015 are amounts due for management fees of $6,218 and $74,546, respectively.

In June 2014, TOG (Milan) S.R.L. entered into a management agreement with Sol Melia Italia S.R.L. to operate a restaurant, rooftop bar and F&B services at the ME Milan Il Duca hotel in Milan, Italy. TOG (Milan) S.R.L. shall receive a management fee equal to 5% of operating revenue, as defined, and an additional fee equal to 65% of net operating revenue, as defined, for the life of the management agreement which expires in 2025. TOG Milan commenced operations in May 2015. In addition, TOG (Milan) S.R.L. is entitled to receive a monthly marketing fee equal to 1.5% of operating revenues. Management fees amounted to $111,070 and $154,241 for the three months ended September 30, 2016 and 2015, respectively, and $325,683 and $154,241 for the nine months ended September 30, 2016 and 2015, respectively. Included in accounts receivable and at September 30, 2016 and December 31, 2015 are amounts due for management fees of $313,092 and $116,342, respectively.


Note 12 - Discontinued operations:
Management decided to cease operations for the following entities: One Atlantic City (2012), STKOUT Midtown (2013), BBCLV (2013), Heraea (2013), Miami Services (2014) and Tenjune (2014).
 
The following table shows the components of assets and liabilities that are classified as discontinued operations in the Company's consolidated balance sheets as of September 30, 2016 and December 31, 2015:
 
 
September 30, 
 2016
 
December 31, 
 2015
 
 
 
 
Other current assets
$
47,556

 
$
48,163

   Assets of discontinued operations - current
47,556

 
48,163

 
 
 
 
Security deposits
75,000

 
75,000

   Assets of discontinued operations - long term
75,000

 
75,000

 
 
 
 
Accounts payable and accrued liabilities
489,639

 
409,108

   Liabilities of discontinued operations - current
489,639

 
409,108

 
 
 
 
Net assets
$
(367,083
)
 
$
(285,945
)
  
Summarized operating results related to these entities are included in discontinued operations in the accompanying consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2016 and 2015:
 
 
Three Months Ended September 30,
 
Nine Months Ended 
 September 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Revenue
$

 
$

 
$

 
$

Costs and Expenses
(2,885
)
 
(62,501
)
 
(1,287
)
 
(23,929
)
Net income from discontinued operations, net of taxes
$
2,885

 
$
62,501

 
$
1,287

 
$
23,929

 
Note 13 - Litigation:

16



The Company is party to claims in lawsuits incidental to its business. In the opinion of management, the ultimate outcome of such matters, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position or results of operations.  
  
Note 14 - Stockholders’ equity:
The Company is authorized by its amended and restated certificate of incorporation to issue up to 75,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of September 30, 2016 and December 31, 2015, there were 25,050,628 and 24,972,515, outstanding shares of common stock, respectively, and no outstanding shares of preferred stock.  As a result of the expiration of the Public Warrants in February 2016, an aggregate of 1,437,500 shares of common stock were forfeited by the Company's initial shareholders that held shares prior to the Company's initial public offering and such shares were canceled.

On January 19, 2016, the Company commenced a rights offering (the “Rights Offering”) of non-transferable subscription rights to holders of record of its common stock as of January 15, 2016 to purchase up to 1,454,545 shares of common stock. The Company granted holders of its common stock non-transferable subscription rights to purchase one share of common stock at a subscription price of $2.75 per share. Each holder received one subscription right for each 17.16861 shares of common stock owned on January 15, 2016. Each subscription right entitled its holder to purchase one share of common stock at the subscription price. The Rights Offering which closed on February 9, 2016, generated approximately $4 million in gross proceeds. The Company issued a total of 1,454,545 shares of common stock at $2.75 per share, including 632,582 shares issued to holders upon exercise of their basic subscription rights. The Company received net proceeds of approximately $3.8 million following the deduction of expenses. The Company utilized the net proceeds of the Rights Offering to primarily fund the planned development of future STK restaurants.

 
Note 15 - Stock-based compensation:
In October 2013, the board of directors approved the 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”) pursuant to which the Company may issue options, warrants, restricted stock or other stock-based awards to directors, officers, key employees and other key individuals performing services for the Company. The 2013 Plan has reserved 4,773,992 shares of common stock for issuance. All awards will be approved by the board of directors or a committee of the board of directors to be established for such purpose.
 
The Company’s outstanding stock options and restricted stock have maximum contractual terms of up to ten years, principally vest on a quarterly basis ratably over five years and are granted at exercise prices equal to the market price of the Company’s common stock on the date of grant. All equity awards immediately vest upon a liquidation or a change in control event. The Company’s outstanding stock options and restricted stock are exercisable into shares of the Company’s common stock. The Company measures the cost of employee services received in exchange for an award of equity instruments, including grants of employee stock options and restricted stock awards, based on the fair value of the award at the date of grant in accordance with the modified prospective method. The Company uses the Black-Scholes model for purposes of determining the fair value of stock options granted and recognizes compensation costs ratably over the requisite service period, net of estimated forfeitures. For restricted stock awards, the grant-date fair value is the quoted market price of the stock.

As of September 30, 2016, all 1,879,012 options and 765,000 shares of restricted stock outstanding, respectively, were excluded from the calculation of dilutive earnings per share as their effect would have been anti-dilutive as the exercise price of these grants are above the average market price.
  
For the three months ended September 30, 2016 and 2015, the Company recognized $343,505 and $162,850, respectively, and for the nine months ended September 30, 2016 and 2015, the Company recognized $723,433 and $666,853, respectively, of non-cash stock-based compensation expense related to options, restricted stock awards and unrestricted stock grants in general and administrative expense in the consolidated statements of operations.
 
As of September 30, 2016, there was approximately $1.7 million of total unrecognized compensation cost related to unvested share-based option compensation grants, which is expected to be amortized over a weighted-average period of 3.9 years.
   
A summary of the status of stock option awards and changes during the nine months ended September 30, 2016 are presented below:


17



 
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life (Years)
 
Intrinsic
Value
 
 
 
 
 
 
 
 
Outstanding at December 31, 2015
1,672,578

 
$
5.01

 
 
 
 
Granted
560,000

 
2.73

 
 
 
 
Cancelled, expired, or forfeited
(353,566
)
 
$
5.01

 
 
 
 
Outstanding at September 30, 2016
1,879,012

 
$
4.29

 
7.86
 
$

Exercisable at September 30, 2016
765,311

 
$
4.77

 
7.12
 
$

  
The weighted-average grant-date fair value of option awards vested and non-vested during the nine months ended September 30, 2016 was $1.12.

A summary of the weighted-average assumptions utilized in the Black-Scholes option-pricing model to value the stock options granted during the nine months ended September 30, 2016 are presented below:

Expected volatility
37
%
Risk-free rate of return
1.37
%
Expected life (in years)
7.16 years

Dividend yield

Weighted-average fair value
$
1.12



A summary of the status of restricted stock awards and changes during the nine months ended September 30, 2016 are presented below:


 
Shares
 
Weighted Average
Grant Date Fair Value
 
 
 
 
Outstanding at December 31, 2015

 
 
Granted
795,000

 
$
2.73

Cancelled, expired, or forfeited
(30,000
)
 
$
2.73

Outstanding at September 30, 2016
765,000

 
$
2.73

 
 
 
 
Exercisable at September 30, 2016

 
 
 
 
 
 


On August 11, 2016, the Company granted four board members each a grant of 15,267 shares of common stock, which shares vested immediately as of the date thereof. The closing stock price was $2.62. The Company recorded compensation expense related to these awards of $160,000 for the three and nine months ended September 30, 2016.

 
Note 16 - Segment reporting:

The Company operates in three segments: owned STK units ("STKs"), F&B hospitality management agreements ("F&B") and other concepts ("Other"). We believe STKs, F&B and Other to be our reportable segments as they do not have similar economic or other characteristics to be aggregated into a single reportable segment. Our STKs segment consists of leased restaurant locations

18



and competes in the full service dining industry. Our F&B segment consists of management agreements in which the Company operates the food and beverage services in hotels or casinos and could include an STK, which we refer to as managed STK units. We refer to owned STK units and managed STK units together as “STK units.” These management agreements generate management and incentive fees on net revenue at each location. Our Other segment includes owned non-STK leased locations.
  

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 

 
 

STKs
$
16,317,636

 
$
13,304,698

 
$
45,280,770

 
$
35,425,710

F&B
2,061,964

 
1,939,376

 
6,019,967

 
6,112,629

Other

 
9,809

 
699,500

 
393,023

 
 
 
 
 
 
 
 
 
$
18,379,600

 
$
15,253,883

 
$
52,000,237

 
$
41,931,362

 
 
 
 
 
 
 
 
Segment Profits (loss):
 
 
 
 
 
 
 

STKs
$
1,349,879

 
$
1,207,645

 
$
4,412,029

 
$
3,007,330

F&B
2,061,964

 
1,939,376

 
6,019,967

 
6,112,629

Other
52,476

 
(40,753
)
 
477,593

 
34,748

 
 
 
 
 
 
 
 
Total segment profit
3,464,319

 
3,106,268

 
10,909,589

 
9,154,707

 
 
 
 
 
 
 
 
General and administrative
2,634,585

 
2,642,743

 
8,178,840

 
7,777,058

Depreciation and amortization
758,282

 
630,249

 
1,828,359

 
1,620,009

Interest expense, net of interest income
79,768

 
1,210

 
277,251

 
(3,980
)
Other
2,360,226

 
798,411

 
4,521,014

 
(95,564
)
 
 
 
 
 
 
 
 
Loss from continuing operations before provision for income taxes
$
(2,368,542
)
 
$
(966,345
)
 
$
(3,895,875
)
 
$
(142,816
)

 
 
September 30, 
 2016
 
December 31, 
 2015
 
 
 
 
Property & equipment, net:
 
 
 
STKs
$
35,248,877

 
$
27,678,010

F&B
411,239

 
217,942

Other
56,374

 
56,375

Total
$
35,716,490

 
$
27,952,327

  
Note 17 - Geographic information:
 
The following table contains certain financial information by geographic location for the three and nine months ended September 30, 2016 and 2015 (the Company's foreign operations are mainly based in the United Kingdom, Spain and Italy):
 


19



 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
United States:
 
 
 
 
 

 
 

Revenues - owned units
$
16,317,636

 
$
13,314,507

 
$
45,980,270

 
$
38,818,733

Management, incentive and royalty fee revenue
1,496,612

 
1,384,556

 
4,290,779

 
4,385,104

 
 
 
 
 
 
 
 
Foreign:
 
 
 
 
 
 
 
Revenues - owned units
$

 
$

 
$

 
$

Management and development fee revenue
565,352

 
554,820

 
1,729,188

 
1,727,525

 
The following table contains certain financial information by geographic location at September 30, 2016 and December 31, 2015:
 
 
September 30, 
 2016
 
December 31, 
 2015
United States:
 

 
 

Net assets
$
20,188,881

 
$
15,167,642

 
 
 
 
Foreign:
 

 
 

Net assets
$
3,776,626

 
$
4,437,332

 
Note 18 - Income taxes:

In June 2015, the Company made the decision to release the valuation allowance amounting to $7.7 million against its deferred tax assets net of deferred tax liabilities.  Recent profitable quarters and projected future pretax income are sources of positive evidence that led the Company to conclude that it is more likely than not that it will realize its net deferred tax assets.

We estimate our annual effective income tax rate at the end of each quarterly period. This estimate takes into account the mix of expected income (loss) before income taxes by tax jurisdiction and enacted changes in tax laws.  Our quarterly tax provision and quarterly estimate of the annual effective tax rate is subject to significant volatility due to several factors including, but not limited to, having to forecast income (loss) before income taxes by jurisdictions for the full year prior to the completion of the full year, changes in non-deductible expenses, jurisdictional mix of our income, non-recurring and impairment charges, as well as the actual amount of income (loss) before income taxes.  For example, the impact of non-deductible expenses on our effective tax rate is greater when income (loss) before income taxes is lower. To the extent there are fluctuations in any of these variables during any given period, the provision for income taxes will vary accordingly.

The Company recognized an income tax benefit of $4,046,961 for the three months ended September 30, 2016, compared to income tax expense of $922,427 million for the three months ended September 30, 2015.  The Company’s effective tax rate was 170.8% for the three months ended September 30, 2016 compared to (95.5)% for the three months ended September 30, 2015. 

The Company recognized income tax benefit of $3,567,299 for the nine months ended September30, 2016, compared to income tax benefit of $5,619,504 for the nine months ended September 30, 2015. The Company’s effective tax rate was approximately 91.6% for the nine months ended September 30, 2016, compared to 3,934.8% for the nine months ended September 30, 2015.

These changes in the effective tax rates were due to several factors but are primarily dependent on the pre-tax income or loss and discrete items of the applicable periods and the FICA tip credit claimed for those periods.

As of September 30, 2016, we had approximately $13.8 million in net deferred tax assets ("DTAs"). These DTAs include approximately $6.5 million related to net operating loss ("NOL") carryforwards that can be used to offset taxable income in future periods and reduce our income taxes payable in those future periods. Many of these NOL and FICA tip credit carryforwards will expire if they are not used within certain periods. At this time, we consider it more likely than not that we will have sufficient taxable income in the future that will allow us to realize these DTAs. However, it is possible that some or all of these NOL and FICA tip credit carryforwards could ultimately expire unused, especially if we do not achieve our

20



financial projections. Therefore, unless we achieve our financial projections and generate sufficient taxable income in the future, a substantial valuation allowance to reduce our U.S. DTAs may be required in subsequent periods, which would materially increase our expenses in the period the allowance is recognized and materially adversely affect our financial condition and results of operations.






Note 19 - Liquidity and Capital Resources

Our principal liquidity requirements are to meet our lease obligations, our working capital and capital expenditure needs and to pay principal and interest on our outstanding indebtedness. Subject to our operating performance, which, if significantly adversely affected, would adversely affect the availability of funds, we expect to finance our operations for at least the next 12 months, including costs of opening currently planned new restaurants, through cash received by us in connection with the net proceeds from our Rights Offering completed in February 2016, as well as cash provided by operations, construction allowances provided by landlords of certain locations and borrowings under our term loan agreement, equipment financing and unsecured promissory notes. We cannot be sure that these sources will be sufficient to finance our operations beyond that period, however, and we may seek additional financing in the future, which may or may not be available on terms and conditions satisfactory to us, or at all. As of September 30, 2016, we had cash and cash equivalents of approximately $1.8 million.

Note 20 - Subsequent events:

On October 24, 2016, the Company entered into a $2,250,000 loan agreement with Anson through an unsecured promissory note (the “Anson October Note”). In consideration of the loan amount the Company also issued to Anson a Common Stock Purchase Warrant (the “Anson October Warrant”) to purchase 340,000 shares of the Company’s common stock at an exercise price of $2.39 per share.

The Anson October Warrant is exercisable at any time through October 24, 2026, in whole or in part. The Anson October Warrant contains limitations that prevent the Anson from acquiring shares of the Company’s common stock upon exercise of the Anson October Warrant that would result in the number of shares beneficially owned by it and its affiliates exceeding 9.99% of the total number of shares of the Company’s common stock then issued and outstanding.

The Anson October Note bears interest at a rate of 10% per annum, payable quarterly commencing December 31, 2016. The entire balance of the Anson October Note is due on its maturity date of October 24, 2021.







 

21



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Certain statements made or incorporated by reference in this report and our other filings with the Securities and Exchange Commission, in our press releases and in statements made by or with the approval of authorized personnel constitute forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are subject to the safe harbor created thereby. Forward looking statements reflect intent, belief, current expectations, estimates or projections about, among other things, our industry, management’s beliefs, and future events and financial trends affecting us. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will” and variations of these words or similar expressions are intended to identify forward looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. Although we believe the expectations reflected in any forward looking statements are reasonable, such statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward looking statements as a result of various factors. These differences can arise as a result of the risks described in the section entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015, filed on March 30, 2016, as well as other factors that may affect our business, results of operations, or financial condition. Forward looking statements in this report speak only as of the date hereof, and forward looking statements in documents incorporated by reference speak only as of the date of those documents. Unless otherwise required by law, we undertake no obligation to publicly update or revise these forward looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, we cannot assure you that the forward looking statements contained in this report will, in fact, transpire.
 
Overview
 
We are a global hospitality company that develops, owns and operates upscale, high-energy restaurants and lounges and provides turn-key food and beverage or "F&B" services for hospitality venues including hotels, casinos and other high-end locations globally. We opened our first restaurant in January 2004 in New York City and as of November 14, 2016, we owned and operated (under lease agreements) 12 and managed (under management agreements) 20 restaurants and lounges globally, including 13 STKs in major metropolitan cities in the United States, Canada and Europe (of which eight are owned and five managed). In addition, we provided F&B services in seven hotels and casinos, one of which is under a lease agreement and six of which are under separate management agreements.  We generate management and incentive fee revenue from those restaurants and lounges that we manage on behalf of our F&B hospitality clients. The average unit volume, check average and beverage mix for STK restaurants that have been open a full twelve months at September 30, 2016 were $10.5 million, $115.21 and 43%, respectively.
 
In addition to operating stand-alone restaurants, we also operate turn-key F&B services at high-end hotels and casinos, which, in some cases, include upscale restaurants, such as STK. Our diversified portfolio of differentiated, high-energy F&B hospitality solutions provides landlords and owners a choice of having one or several of our concepts and/or services in their venues. These locations are typically operated under our management agreements under which we earn a management fee based on revenue and an incentive fee based on profitability of the underlying operations. We typically target F&B hospitality opportunities where we believe we can generate initially $500,000 to $750,000 of annual pre-tax income. We also own or manage a small number of other standalone restaurants and lounges.
 
Net loss for the nine months ended September 30, 2016 was $327,000 compared to net income for the nine months ended September 30, 2015 of $5.5 million, and included income from discontinued operations of $1,000 and $24,000 for the nine months ended September 30, 2016 and 2015, respectively. Net income for the three months ended September 30, 2016 was $1.7 million compared to net loss for the three months ended September 30, 2015 of $1.8 million, and included income from discontinued operations of $3,000 for the three months ended September 30, 2016 and $63,000 for the three months ended September 30, 2015, respectively. The income from discontinued operations reflects our exiting of non-strategic and underperforming units during these periods and the results of operations during the wind down period. Included in the nine month periods ended September 30, 2015 is a one time net reversal of a deferred tax allowance of approximately $6.2 million. In addition, the nine months ended September 30, 2016 and 2015 included non-cash derivative income of $100,000 and $3.9 million, respectively, from an adjustment of our derivative liability balance and the three months ended September 30, 2016 and 2015 included non-cash derivative income of $0 and $1.1 million, respectively.

On March 13, 2015, after hotel renovations and additional work required due to water damage were completed, we reopened STK Miami Beach in the 1 Hotel & Homes (formerly known as The Perry Hotel) building located in Miami Beach, Florida. We filed a claim with our insurance carrier of approximately $1.5 million, which included claims of approximately $500,000 for property damages and approximately $1.0 million for expense reimbursement and business interruption, these claims were

22



fully satisfied as of December 31, 2015. Included in the nine months ended September 30, 2015 were approximately $550,000 of insurance claims received recorded in other income.

Recent Developments

STK Toronto. On September 30, 2016, we commenced operations at STK Toronto, which is located in the Yorkville neighborhood of Toronto, Canada.

Loan Agreement. On October 24, 2016, the Company entered into a $2,250,000 loan agreement with Anson through the Anson October Note. In consideration of the loan amount, the Company also issued to Anson the Anson October Warrant to purchase 340,000 shares of the Company’s common stock at an exercise price of $2.39 per share.

The Anson October Warrant is exercisable at any time through October 24, 2026, in whole or in part. The Anson October Warrant contains limitations that prevent Anson from acquiring shares of the Company’s common stock upon exercise of the Anson October Warrant that would result in the number of shares beneficially owned by it and its affiliates exceeding 9.99% of the total number of shares of the Company’s common stock then issued and outstanding.

The Anson October Note bears interest at a rate of 10% per annum, payable quarterly commencing December 31, 2016. The entire balance of the Anson October Note is due on its maturity date of October 24, 2021.

Review of Strategic Alternatives

As a result of being approached by third parties regarding potential strategic transactions, our Board of Directors has authorized the Company to explore possible strategic alternatives to enhance stockholder value. The Company has engaged Stifel Incorporated to act as its financial advisor. There is no set timetable for the strategic review process.  There can be no assurance that this process will result in any specific action or change in current strategy.  The Company does not expect to comment further or update the market with any further information on the process unless and until its Board of Directors has approved a specific action or it otherwise concludes its review of strategic alternatives.  See Part II - Other Information, “Item 1A. Risk Factors”.

 
Our Growth Strategies and Outlook
 
Our growth model is comprised of the following three primary drivers: 
 
Expansion of STK. We have identified up to 50 additional major metropolitan markets globally where we could grow our STK brand over time. We expect to open as many as two to three STKs annually in the next three years and to target approximately 25% annual unit growth thereafter provided that we have enough capital, acceptable locations and quality restaurant managers available to support that pace of growth. However, there can be no assurance that we will be able to open new STKs at the rate we currently expect or that our pipeline of planned offerings will be fully realized.
 
Expansion Through New F&B Hospitality Projects. We believe we are well positioned to leverage the strength of our brands and the relationships we have developed with global hospitality providers to drive the continued growth of our F&B hospitality projects, which traditionally have provided fee income with minimal capital expenditures. We continue to receive significant inbound inquiries regarding new services in new hospitality opportunities globally and to work with existing hospitality clients to identify and develop additional opportunities in their venues. Going forward, we expect to target at least one to two new F&B hospitality projects every 12 months. However, we cannot control the timing and number of acceptable opportunities that will be offered to us for our consideration.

Increase Our Operating Efficiency. In addition to expanding into new cities and hospitality venues, we intend to increase revenue and profits in our existing operations.  Our long term growth model targets store sales growth of approximately 0% to 1% annually, as a result of our renewed focus on this aspect of our growth plan.  We also expect operating margin improvements as our restaurants and services mature.  However, there can be no assurances that any increases in same store sales or operating margins will be achieved. Furthermore, as our footprint continues to increase in scale, we expect to benefit by leveraging system-wide operating efficiencies and best practices.
   
Key Performance Indicators
 
We use the following key performance indicators in evaluating our restaurants and assessing our business:

23



 
Number of Restaurant Openings. Number of restaurant openings reflects the number of restaurants opened during a particular fiscal period. For each restaurant opening, we incur pre-opening costs, which are defined below. Typically, new restaurants open with an initial start-up period of higher than normalized sales volumes (also referred to in the restaurant industry as the “honeymoon” period), which decrease to a steady level approximately 18 months after opening. However, operating costs during this initial 18 month period are also higher than normal, resulting in restaurant operating margins that are generally lower during the start-up period of operation and increase to a steady level approximately 18 months after opening. Some new restaurants may experience a “honeymoon” period either shorter or longer than 18 months.
 
Average Check. Average check is calculated by dividing total restaurant sales by total entrees sold for a given time period. Our management team uses this indicator to analyze trends in customers’ preferences, effectiveness of menu changes and price increases, and per customer expenditures.
 
Average Comparable Unit Volume. Average comparable unit volume consists of the average sales of our comparable restaurants over a certain period of time. This measure is calculated by dividing total comparable restaurant sales in a given period by the total number of comparable restaurants in that period. This indicator assists management in measuring changes in customer traffic, pricing and development of our brand.
 
Comparable Unit Sales. We consider a unit to be comparable, whether owned or managed, in the first full quarter following the 18th month of operations to remove the impact of new unit openings in comparing the operations of existing units. Changes in comparable unit sales reflect changes in sales for the comparable group of units over a specified period of time. Changes in comparable sales reflect changes in customer count trends as well as changes in average check, which reflects both menu mix shifts and menu pricing. Our comparable unit base consisted of five units for the nine months ended September 30, 2016. We believe that certain of our restaurants operate at or near their effective productive capacities. As a result, we may be unable to grow comparable restaurant sales at those restaurants.
 
Key Financial Terms and Metrics
 
We evaluate our business using a variety of key financial measures:
 
Segment reporting
 
We operate in three segments: owned STK units ("STKs"), food and beverage hospitality management agreements ("F&B") and Other concepts ("Other"). We believe STKs, F&B and Other to be our reportable segments as they do not have similar economic or other characteristics to be aggregated into a single reportable segment. Our STKs segment consists of leased restaurant locations and competes in the full service dining industry. Our F&B segment consists of management agreements in which we operate the F&B services in hotels, casinos and other high-end locations globally and includes an STK, which we refer to as managed STK units. We refer to owned STK units and managed STK units together as “STK units.” These management agreements generate management and incentive fees on net revenue at each location. Our Other segment includes owned non-STK leased locations.
 
Revenues
 
Owned unit net revenue. Owned unit net revenues, which includes STKs and Other segment brands, consists of food, beverage, and miscellaneous merchandise sales net of any discounts, such as management and employee meals, associated with each sale. As of September 30, 2016, beverage sales comprised 43% of STKs and Other food and beverage sales, before giving effect to any discounts, with food comprising the remaining 57%. This indicator assists management in understanding the trends in gross margins of the units.
 
Management and incentive fee revenue. Management and incentive fee revenue includes: (1) management fees received pursuant to management agreements with hospitality clients that are calculated based on a fixed percentage of revenues; and (2) incentive fees based on operating profitability, as defined by each agreement. We evaluate the performance of our managed properties based on sales growth, which drives our management fee, and on improvements in operating profitability margins, which along with sales growth, drives incentive fee growth.
 
Our primary restaurant brand is STK and we specifically look at comparable revenues from both owned and managed STKs in either a leased or F&B location in order to understand customer count trends and changes in average check as it relates to our primary restaurant brand.
 
Cost and expenses

24



 
Food and beverage costs. Food and beverage costs include all unit-level food and beverage costs of STKs and Other units. We measure cost of goods as a percentage of owned unit net revenues. Food and beverage costs are generally influenced by the cost of food and beverage items, menu mix and discounting activity. Purchases of beef represent approximately 30% of our current food and beverage costs.
  
Unit operating expenses. We measure unit operating expenses for STKs and Other units as a percentage of owned unit net revenues. Unit operating expenses include the following:
 
Payroll and related expenses. Payroll and related expenses consists of manager salaries, hourly staff payroll and other payroll-related items, including taxes and fringe benefits. We measure our labor cost efficiency by tracking total labor costs as a percentage of food and beverage revenues.
 
Occupancy. Occupancy comprises all occupancy costs, consisting of both fixed and variable portions of rent, deferred rent expense, which is a non-cash adjustment included in our Adjusted EBITDA calculation as defined below, common area maintenance charges, real estate property taxes, utilities and other related occupancy costs and is measured by tracking occupancy as a percentage of revenues.
 
Direct operating expenses. Direct operating expenses consists of supplies, such as paper, small wares, china, silverware and glassware, cleaning supplies and laundry and linen costs and typically tracks revenues.
 
Outside services. Outside services includes music and entertainment costs, such as the use of live DJ’s, promoter costs, security services, outside cleaning services at certain locations and commissions paid to event staff for banquet sales.
 
Repairs and maintenance. Repairs and maintenance consists of facility and computer maintenance contracts as well as general repair work to maintain the facilities. These costs will typically increase as the facility gets older.
 
Marketing. Marketing includes the cost of goods used specifically for complimentary purposes as well as general public relation costs related to the specific unit, but excluding any discounts such as management and employee meals. Marketing costs will typically be higher during the first 18 months of a unit’s operations.
 
General and administrative. General and administrative expenses are comprised of all corporate overhead expenses, including payroll and related benefits, professional fees, such as legal and accounting fees, insurance and travel expenses. Certain general and administrative expenses are allocated specifically to units and are credited and include shared services such as reservations, events and marketing. General and administrative expenses are expected to grow as we grow, including payroll needed to support our growth, legal, accounting and other professional fees incurred as a public company.
 
Depreciation and amortization. Depreciation and amortization consists principally of charges related to the depreciation of fixed assets including leasehold improvements, equipment and furniture and fixtures. As we accelerate our restaurant openings, depreciation and amortization is expected to increase as a result of our increased capital expenditures.
 
Management and royalty fees. In certain of our units, we pay outside third parties a management fee based on a percentage of sales or a fixed fee. Royalty fees are paid to the 50% owner of the trademark rights to the name “Asellina” and “Cucina Asellina.”
 
Pre-opening expenses. Pre-opening expenses consist of costs incurred prior to opening an owned or managed STK unit in either a leased or F&B location which are comprised principally of non-cash deferred rent expense, manager salaries and relocation costs, employee payroll and related training costs for new employees and lease costs incurred prior to opening. We expect these costs to increase as we accelerate our company-owned restaurant openings, which may have a material impact on our operating results in future periods. Pre-opening expenses vary from location to location depending on a number of factors, including the proximity of our existing restaurants; the amount of rent expensed during the construction and in-restaurant training periods; the size and physical layout of each location; the number of management and hourly employees required to operate each restaurant; the relative difficulty of the restaurant staffing process; the cost of travel and lodging for different metropolitan areas; the timing of the restaurant opening; and the extent of unexpected delays, if any, in obtaining necessary licenses and permits to open the restaurant.

Equity in (income) loss of investee companies. This represents the income or loss that we record under the equity method for entities that are not consolidated. Included in this amount is our ownership in Bagatelle New York for which we have effective

25



ownership of approximately 51% representing 5.23% ownership directly by us and 45.90% ownership through two of our subsidiaries.
 
Provision for income taxes. We account for income taxes in accordance with Financial Accounting Standards Board ("FASB") ASC 740 “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
 
Adjustments for noncontrolling interest. This represents the allocation of net income or loss attributable to the minority interest in those of our subsidiaries which are not wholly-owned.
 
EBITDA and Adjusted EBITDA. We define EBITDA as net income before interest expense, provision for income taxes and depreciation and amortization. We define Adjusted EBITDA as net income before interest expense, provision for income taxes, depreciation and amortization, non-cash impairment loss, deferred rent, pre-opening expenses, non-recurring gains and losses, transaction costs, losses from discontinued operations, derivative income (expense) and stock based compensation. EBITDA and Adjusted EBITDA have been presented in this Quarterly Report on Form 10-Q and are supplemental measures of financial performance that is not required by, or presented in accordance with, GAAP.
 
We believe that EBITDA and Adjusted EBITDA are appropriate measures of operating performance, as they provide a clear picture of our operating results by eliminating certain non-cash expenses that are not reflective of the underlying business performance. We use these metrics to facilitate a comparison of our operating performance on a consistent basis from period to period and to analyze the factors and trends affecting our business as well as evaluate the performance of our units. Adjusted EBITDA has limitations as an analytical tool and our calculation thereof may not be comparable to that reported by other companies; accordingly, you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Adjusted EBITDA is included in this Quarterly Report on Form 10-Q because it is a key metric used by management. Additionally, Adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We use Adjusted EBITDA, alongside other GAAP measures such as net income (loss), to measure profitability, as a key profitability target in our annual and other budgets, and to compare our performance against that of peer companies. We believe that Adjusted EBITDA provides useful information facilitating operating performance comparisons from period to period.
 
The following table presents a reconciliation of Net income to EBITDA and Adjusted EBITDA for the periods indicated: 
 

26



 
Three Months Ended September 30,
 
Nine Months Ended 
 September 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Net income (loss) attributable to The ONE Group Hospitality, Inc.
$
1,480,861

 
$
(2,015,969
)
 
$
(539,509
)
 
$
5,283,578

Net income attributable to noncontrolling interest
200,443

 
189,698

 
212,220

 
217,039

Net income (loss)
1,681,304

 
(1,826,271
)
 
(327,289
)

5,500,617

Interest expense, net of interest income
79,768

 
1,210

 
277,251

 
(3,980
)
Provision (benefit) for income taxes
(4,046,961
)
 
922,427

 
(3,567,299
)
 
(5,619,504
)
Depreciation and amortization
758,282

 
630,249

 
1,828,359

 
1,620,009

 
 
 
 
 
 
 
 
EBITDA
(1,527,607
)
 
(272,385
)
 
(1,788,978
)

1,497,142

 
 
 
 
 
 
 
 
Deferred rent (1)
(276,404
)
 
414,915

 
(407,451
)
 
575,334

Pre-opening expenses
2,035,541

 
1,634,171

 
4,481,144

 
4,399,192

Transaction costs
505,000

 
405,797

 
505,000

 
506,131

Income from discontinued operations, net of taxes
(2,885
)
 
(62,501
)
 
(1,287
)
 
(23,929
)
Derivative income

 
(1,139,000
)
 
(100,000
)
 
(3,917,000
)
Stock based compensation
343,505

 
162,453

 
723,433

 
666,853

 
 
 
 
 
 
 
 
Adjusted EBITDA
1,077,150

 
1,143,450

 
3,411,861

 
3,703,723

Adjusted EBITDA attributable to noncontrolling interest
253,471

 
320,618

 
426,821

 
488,275

Adjusted EBITDA attributable to The ONE Group Hospitality, Inc.
$
823,679

 
$
822,832

 
$
2,985,040


$
3,215,448

 
(1)
Deferred rent is included in unit operating expenses on the statement of income.

Adjusted Net income (Loss). We define Adjusted Net income (loss) as Net income (loss) before discontinued operations, non-recurring gains, transaction costs, derivative expense, stock based compensation, non-cash impairment losses, and non-recurring acceleration of depreciation. Adjusted Net (loss) income has been presented in this Quarterly Report on Form 10-Q and is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. Adjusted Net (loss) income has limitations as an analytical tool and our calculation thereof may not be comparable to that reported by other companies; accordingly, you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.
 
We believe that Adjusted Net income (loss) provides a clear picture of our operating results by eliminating certain non-cash or non-recurring expenses that are not reflective of the underlying business performance. We use this metric to facilitate a comparison of our operating performance on a consistent basis from period to period and to analyze the factors and trends affecting our business.
 
The following table presents a reconciliation of Net income (loss) to Adjusted Net income (loss) for the periods indicated:
 

27



 
Three Months Ended September 30,
 
Nine Months Ended 
 September 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Net income (loss) attributable to The ONE Group Hospitality, Inc.
$
1,480,861

 
$
(2,015,969
)
 
$
(539,509
)
 
$
5,283,578

Net income attributable to noncontrolling interest
200,443

 
189,698

 
212,220

 
217,039

 
 
 
 
 
 
 
 
Net income (loss)
1,681,304

 
(1,826,271
)
 
(327,289
)

5,500,617

 
 
 
 
 
 
 
 
Transaction costs
505,000

 
405,797

 
505,000

 
506,131

Income from discontinued operations, net of taxes
(2,885
)
 
(62,501
)
 
(1,287
)
 
(23,929
)
Derivative income

 
(1,139,000
)
 
(100,000
)
 
(3,917,000
)
Stock based compensation
343,505

 
162,453

 
723,433

 
666,853

Deferred tax allowance reversal, net

 
636,426

 

 
(5,545,216
)
Adjusted net loss
2,526,924

 
(1,823,096
)
 
799,857


(2,812,544
)
Adjusted net income attributable to noncontrolling interest
200,443

 
189,698

 
212,220

 
217,039

Adjusted net loss attributable to The ONE Group Hospitality, Inc.
$
2,326,481

 
$
(2,012,794
)
 
$
587,637


$
(3,029,583
)
 
Results of Operations
 
The following table sets forth certain statements of income data for the periods indicated:
 

28



 
Three Months Ended September 30,
 
Nine Months Ended 
 September 30,
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 

 
 

Owned unit net revenues
$
16,317,636

 
$
13,314,507

 
$
45,980,270

 
$
35,818,733

Management and incentive fee revenue (1)
2,061,964

 
1,939,376

 
6,019,967

 
6,112,629

Total revenue
18,379,600

 
15,253,883

 
52,000,237

 
41,931,362

 
 
 
 
 
 
 
 
Cost and expenses:
 
 
 
 
 

 
 

Owned operating expenses:
 
 
 
 
 

 
 

Food and beverage costs
4,119,652

 
3,346,841

 
11,427,202

 
9,082,231

Unit operating expenses
10,795,629

 
8,800,774

 
29,663,446

 
23,694,424

General and administrative
2,634,585

 
2,642,743

 
8,178,840

 
7,777,058

Depreciation and amortization
758,282

 
630,249

 
1,828,359

 
1,620,009

Management and royalty fees

 
310

 

 
46,959

Pre-opening expenses
2,035,541

 
1,634,171

 
4,481,144

 
4,399,192

Transaction costs
505,000

 
405,797

 
505,000

 
506,131

Equity in income of investee companies
(178,342
)
 
(205,273
)
 
(492,130
)
 
(728,504
)
Derivative income

 
(1,139,000
)
 
(100,000
)
 
(3,917,000
)
Interest expense, net of interest income
79,768

 
1,210

 
277,251

 
(3,980
)
Other expense (income)
(1,973
)
 
102,406

 
127,000

 
(402,342
)
 
 
 
 
 
 
 
 
Total costs and expenses
20,748,142

 
16,220,228

 
55,896,112

 
42,074,178

 
 
 
 
 
 
 
 
Loss (income) from continuing operations before provision for income taxes
(2,368,542
)
 
(966,345
)
 
(3,895,875
)
 
(142,816
)
 
 
 
 
 
 
 
 
Provision (benefit) for income taxes
(4,046,961
)
 
922,427

 
(3,567,299
)
 
(5,619,504
)
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
1,678,419

 
(1,888,772
)
 
(328,576
)
 
5,476,688

 
 
 
 
 
 
 
 
Income from discontinued operations, net of taxes
(2,885
)
 
(62,501
)
 
(1,287
)
 
(23,929
)
 
 
 
 
 
 
 
 
Net income (loss)
1,681,304

 
(1,826,271
)
 
(327,289
)
 
5,500,617

Less: net income attributable to noncontrolling interest
200,443

 
189,698

 
212,220

 
217,039

 
 
 
 
 
 
 
 
Net income (loss) attributable to The ONE Group Hospitality, Inc.
$
1,480,861

 
$
(2,015,969
)
 
$
(539,509
)
 
$
5,283,578